JOINDER AGREEMENT
Reference is made to the Registration Rights Agreement (the
"Registration Rights Agreement"), dated as of April 17, 1998, between American
Digital Communications, Inc., a Wyoming corporation (the "Company"), and
Pellinore Securities Corp. ("Pellinore"), as agent for certain investors listed
on Annex A thereto (the "Old Investors").
WHEREAS, Pellinore is acting as agent for certain new investors listed
on Exhibit A hereto(the "New Investors"), which New Investors are acquiring
certain shares of Common Stock of the Company and certain Warrants to acquire
Common Stock of the Company on the date hereof, in each case as set forth on
Exhibit A hereto (such shares of Common Stock, and the shares of Common Stock
underlying such Warrants, are hereinafter referred to as the "New Securities") ;
WHEREAS, the parties desire to make the New Investors party
to the Registration Rights Agreement;
NOW, THEREFORE,for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company, on the one hand, and
Pellinore, on behalf of each of the New Investors, on the other hand, hereby
agree that, from and after the date hereof, each of the New Investors shall be
deemed to be an "Investor", and the New Securities of such New Investors shall
be deemed to be "Investor Common Stock" and "Investor Warrant Stock", as the
case may be, in each case as such capitalized terms are defined in the
Registration Rights Agreement.
Dated: July 28, 1998
PELLINORE SECURITIES CORP., as
agent for the New Investors listed
on Exhibit A hereto
By: /s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx, President
AMERICAN DIGITAL COMMUNICATIONS,
INC.
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, President
ACCEPTED AND AGREED TO:
PELLINORE SECURITIES CORP., on
behalf of each of the Old Investors
listed on Annex A to the
Registration Rights Agreement
By: /s/ J. Xxxxxxx Xxxxxxx
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J. Xxxxxxx Xxxxxxx, President